Business Services Industry
First Data Corporation to Restate Historical Financial Statements Based on Review of SFAS 133; No Impact on Cash Flows, Stockholders' Equity or on Timing of Western Union Spin-Off
Business Wire, August 22, 2006
DENVER -- First Data Corporation (NYSE: FDC) announced today that it will restate its Form 10-K for the year ended December 31, 2005 and its Form 10-Q's for the quarters ended March 31, 2006 and June 30, 2006 to reflect the current U.S. Securities and Exchange Commission (SEC) interpretations of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, which governs the appropriate accounting treatment for hedging and derivative transactions. Based on discussions with the SEC, First Data and its Audit Committee concluded that certain of its interest rate swap and foreign exchange forward instruments may not have qualified for cash flow hedge accounting under SFAS 133.
The cumulative effect of these changes is a non-cash earnings increase of approximately $30 million for the five and a half years from the adoption of SFAS 133 in 2001 through the second quarter of 2006, or less than one half of one percent of First Data's earnings during the period. The restatements will have no effect on the Company's cash flows or total stockholders' equity, nor is it expected to affect the timing of the spin-off of Western Union, which is scheduled for late in the third quarter or early fourth quarter 2006.
Ric Duques, Chairman and CEO said: "Our initial accounting treatment for the derivative instruments properly reflected the intent and economics of the underlying transactions, and was reviewed and approved by our independent auditors Ernst & Young LLP. However, the interpretations of how to apply SFAS 133 and how to comply with technical documentation requirements for such instruments are complex and continue to evolve. We determined that it was in the best interest of our stockholders to restate our financial statements, and First Data will utilize the current interpretations going forward so that it can qualify for hedge accounting in order to minimize earnings volatility."
First Data intends to file the restated Consolidated Financial Statements as soon as practicable, and expects to file restated Combined Financial Statements for The Western Union Company in Amendment No. 2 to Form 10 in August 2006.
About First Data
First Data Corp. (NYSE: FDC) is a leading provider of electronic commerce and payment solutions for businesses and consumers worldwide. Serving 4.6 million merchant locations, 1,700 card issuers and millions of consumers, First Data powers the global economy by making it easy, fast and secure for people and businesses around the world to buy goods and services using virtually any form of payment. The company's portfolio of services and solutions includes credit, debit, private-label, gift and other prepaid card issuing and merchant transaction processing services; money transfer services; money orders; fraud protection and authentication solutions; check guarantee and verification services through TeleCheck; as well as Internet commerce and mobile solutions. Western Union, together with its affiliates Orlandi Valuta and Vigo, are leaders in global money transfer, providing people with fast, reliable and convenient ways to send money around the world, pay bills and purchase money orders through a network of over 270,000 agent locations in more than 200 countries and territories. The company's STAR Network offers PIN-secured debit acceptance at 1.9 million ATM and retail locations. For more information, visit www.firstdata.com.
Notice to Investors, Prospective Investors and the Investment Community; Cautionary Information Regarding Forward-Looking Statements
(Statements in this press release regarding First Data Corporation's business which are not historical facts, including the revenue and earnings projections, are "forward-looking statements." All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. Important factors upon which the Company's forward-looking statements are premised include: (a) no unanticipated developments that delay or negatively impact the planned tax-free spin-off of 100% of the Western Union subsidiary to the Company's shareholders; (b) continued growth at rates approximating recent levels for card-based payment transactions, consumer money transfer transactions and other product markets; (c) successful conversions under service contracts with major clients; (d) renewal of material contracts in the Company's business units consistent with past experience; (e) timely, successful and cost-effective implementation of processing systems to provide new products, improved functionality and increased efficiencies; (f) successful and timely integration of significant businesses and technologies acquired by the Company and realization of anticipated synergies; (g) continuing development and maintenance of appropriate business continuity plans for the Company's processing systems based on the needs and risks relative to each such system; (h) absence of further consolidation among client financial institutions or other client groups which has a significant impact on FDC client relationships and no material loss of business from significant customers of the Company; (i) achieving planned revenue growth throughout the Company, including in the merchant alliance program which involves several joint ventures not under the sole control of the Company and each of which acts independently of the others, and successful management of pricing pressures through cost efficiencies and other cost-management initiatives; (j) successfully managing the credit and fraud risks in the Company's business units and the merchant alliances, particularly in the context of the developing e-commerce markets; (k) anticipation of and response to technological changes, particularly with respect to e-commerce; (l) attracting and retaining qualified key employees; (m) no unanticipated changes in laws, regulations, credit card association rules or other industry standards affecting FDC's businesses which require significant product redevelopment efforts, reduce the market for or value of its products or render products obsolete; (n) continuation of the existing interest rate environment so as to avoid increases in agent fees related to IPS' products and increases in interest on the Company's borrowings; (o) absence of significant changes in foreign exchange spreads on retail money transfer transactions, particularly in high-volume corridors, without a corresponding increase in volume or consumer fees; (p) continued political stability in countries in which Western Union has material operations; (q) implementation of Western Union agent agreements with governmental entities according to schedule and no interruption of relations with countries in which Western Union has or is implementing material agent agreements; (r) no unanticipated developments relating to previously disclosed lawsuits, investigations or similar matters; (s) no catastrophic events that could impact the Company's or its major customer's operating facilities, communication systems and technology or that has a material negative impact on current economic conditions or levels of consumer spending; (t) no material breach of security of any of our systems; and (u) successfully managing the potential both for patent protection and patent liability in the context of rapidly developing legal framework for expansive software patent protection.)
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